**Exhibit 10.14**

 

January 21, 2005

 

Shalom M. Taragin6503 Greenspring AvenueBaltimore, MD 21209

 

Re:                               SeveranceAgreement and General Release 

 

Dear Sonney:

 

We are interested inresolving amicably your separation of employment with the Company, effective January 21,2005.  Toward this end, we propose thefollowing Severance Agreement, which includes a General Release.

 

You may consider ouroffer for****twenty-one (21) days.  If you need a reasonable amount of additionaltime, it will be granted upon request.  Aswith any legal document, you are encouraged to review this Agreement with anattorney.  You acknowledge that yourtermination is an individual termination and not part of a group termination.

 

Once executed, you willhave a seven- (7) day period during which you may revoke your decision bysending actual notice to the Vice President of Human Resources.  This agreement shall not become effective orenforceable until after the seven-day revocation period in accordance withParagraph 19 below.

 

The proposed terms andconditions of your separation from employment are as follows:

 

1.                                       In consideration for your General Releaseand your agreement to be bound by all terms and conditions of this Agreement,Williams Scotsman, Inc. (“the Company”) agrees, intending to be legallybound:

 

(a)  SalaryContinuation:  The Company willcontinue your salary and benefits in one of the following two ways:

 

***Option 1***:  The Company will pay you the equivalent ofyour base salary through July 31, 2005 at your current rate of pay as of January 21,2005 ($2,980.77 per week), less taxes and other deductions required by law. Youwill receive this severance in **biweekly**installments according to the Company’s usual payroll schedule and viadirect deposit.

 

In addition, under thisOption (Option 1), the Company will continue your current insured benefits(health and dental), under the same terms as in effect on January 21, 2005through July 31, 2005, provided that while you remain covered under yourcurrent insured benefits plan, you pay your portion of the premiums on a timelybasis.  While receiving severance pay,the Company will deduct your portion of the premiums from the severance paypursuant to your authorization which you are providing by way of thisAgreement.  After July 31, 2005, youwill be eligible to apply for and continue benefits under COBRA.   Continued participation in the group healthand dental benefits plan pursuant to COBRA shall be at your sole expense; **OR**

 

***Option 2: ***TheCompany will pay you the equivalent of 75% of your base salary through October 31,2005 at the rate of $2,235.57 per week less taxes and other deductions requiredby law.  You will receive this severancein **biweekly** installments according to theCompany’s usual payroll schedule and via direct deposit.

 

In addition, under thisOption (Option 2), the Company will continue your current insured benefits(health and dental), under the same terms as in effect on January 21, 2005through October 31, 2005, provided that while you remain covered underyour current insured benefits plan, you pay your portion of the premiums on atimely basis.  While receiving severancepay, the Company will deduct your portion of the premiums from the severancepay pursuant to your authorization which you are providing by way of thisAgreement.  After October 31, 2005,you will be eligible to apply for and continue benefits under COBRA.   Continued participation in the group healthand dental benefits plan pursuant to COBRA shall be at your sole expense.

 

 

1

----

 

BYYOUR SIGNATURE, PLEASE INDICATE WHICH OF THE ABOVE TWO OPTIONS YOU CHOOSE:

 
| *OPTION  1* (Salary Continuation Only): |      |   |
|-----------------------------------------|-----------|--------|
|                                    | Signature |

 

# **OR**

# ** **

*OPTION2*  (75% SalaryContinuation and Benefits Continuation):

 
|   | /s/ Shalom  Taragin |   |
|--------|---------------------|--------|
|   | Signature           |

 

(b)  ManagementIncentive:  Per the terms outlined inthe Management Incentive Compensation Plan, you will be paid the proratedamount of your 2004 management incentive. Your projected bonus under the planwas $35,000.  The bonus plan was designedso that bonuses will increase or decrease based on the Company’s EBITDAperformance so it is possible that your bonus will be less than the targetedamount.  You will receive this amountaccording to our usual pay schedule for Management Incentives (estimatedpayment is by April 2005).

 

(c)  Automobile Allowance:  TheCompany will continue your current monthly auto allowance through July 31,2005.

 

(d) LifeInsurance:  Your coverage in theCompany’s group life insurance plan shall terminate on January 31, 2005 inaccordance with the terms of the plan. Thereafter, you will have an option to convert to an individual policy.

 

(e)  Accrued/UnusedVacation:  The Company will pay outyour entire accrued but unused vacation balance as of January 31, 2005.

 

(f)  OutplacementServices:  The Company will allocatethe maximum sum of $6,000.00 to be applied towards Career TransitionalCounseling and other outplacement/job search services.  This amount may be applied to outplacementservices provided through a vendor of the Company’s selection.  To access this service, notify Marti Fullerat mhfuller@willscot.com or by calling 1-866-866-1882, to indicate that you areready to participate in the program.  Ifyou choose to select your own outplacement/job search items such as membershipfees, training or other job search items selected on your own, the Company willpay for those (up to the $6,000.00 limit), provided you have prior approvalfrom William C. Lebuhn or Marti Fuller.

 

(g)  Laptop andCell Phone:  The Company will agreefor you to keep your Company laptop (with all the current accessories) and cellphone.

 

(h) 401(k) Plan:   You will not forfeit any benefits vestedprior to the termination of your employment under our 401(k) plan, subject tothe terms, conditions and restrictions of such plan.  You will not accrue any additional benefitsafter the termination of your employment. All deferrals and, if applicable, loan re-payments will stop as of thelast regular (non-severance) payment or the last regular (non-severance)commission payment.   Deferrals and loanpayments cannot be made from severance pay.  If you have a 401(k) loan, you will be required to pay the loan in fullwithin 30 days of your termination date. If it is not paid in full by the end of the calendar year, you willreceive a 1099-R form from the 401(k) provider and that loan will be treated asincome for this calendar year.  According to legal requirements, additional information on the 401(k)plan will be forthcoming.

 

(i) Confidentiality:  Payments under item 1(a), (b) and (c) arecontingent upon your agreement with and adherence to the Confidentialityprovisions outlined in Paragraphs 6(a) and 8.  Failure to adhere to the terms of theConfidentiality provisions of this Agreement will result in cessation of allpayments outlined in Paragraph 1(a), (b) and (c).   However the General Release in Paragraph 2(a) willremain in full force and effect.

 

 

2

----

 

(j) Discovered Improprieties:  During the severance period outlined in thisAgreement, should Williams Scotsman, Inc. discover intentional financialor other improprieties (such as instances of serious improper behaviorincluding gross violations of the Company’s EEO policy, Confidential CompanyInformation Policy or Conflicts of Interest Policy as well as falsification ofcompany records or similar gross violations) related to your management of orinvolvement with any of the Company’s employees, departments or branches, theCompany will cease all payments outlined in Paragraph 1(a), (b) and(c).  However the General Release inParagraph 2(a) will remain in full force and effect.

 

(k)  On-goingand Up-coming Company/Branch Litigation:  Payments under item 1(a), (b) and (c)are contingent upon your reasonable and good faith cooperation and assistancewith any business or employment related litigation or claim(s) that are nowknown of or that may develop during this severance period, including but notlimited to providing the Company with assistance in gathering factualinformation, interpreting company documents and giving truthful testimony inlegal proceedings.  If you fail tocooperate in said activities, the Company will cease all payments outlined inParagraph 1(a), (b) and (c).  However the General Release in Paragraph 2(a) will remain in fullforce and effect.

 

(l)  Consulting and Project Work:  After January 21, 2005 the Company mayrequest independent contractor services from you for consulting and projecttype work at the rate of $100.00 per hour. It is expressly understood that as of January 21, 2005, you will nolonger be an employee of Williams Scotsman, Inc. and any services renderedto the Company after that time will be as an independent contractor.  You will be solely responsible for taxwithholdings on payments for consulting and project type work.

 

2.                                       (a)                                  GeneralRelease:  In consideration for theCompany’s payments and agreements set forth above in Paragraphs 1(a), (b) and(c) **you agree, intending to be legally bound**,to release and forever discharge the Company and any parent, subsidiary,related or affiliated company, and each of their past, present and futureofficers, directors, attorneys, employees, partners, shareholders, insurers,owners and agents, business plan fiduciaries and agents, and their respectivesuccessors and assigns (collectively “Releasees”), jointly and severally, fromany and all actions, complaints, causes of action, lawsuits or claims of anykind (collectively “Claims”), known or unknown, asserted or unasserted whichyou, your heirs, agents, successors or assigns ever had, now have or hereaftermay have against Releasees arising heretofore out of any matter, occurrence orevent existing or occurring prior to the execution hereof.  This includes but is not limited to:  any claims relating to or arising out of youremployment with and/or the termination of employment with the Company and/orany parent, subsidiary, related or affiliated company; any claims for unpaid orwithheld wages, severance, benefits, bonuses, commissions, stocks, stockoptions, stock payments of any kind and/or other compensation of any kindincluding deferred compensation; any claims for attorneys’ fees, costs orexpenses;**any claims of discrimination and/or harassmentbased on age, sex, race, religion, color, creed, disability, handicap,citizenship, national origin, ancestry, sexual preference or orientation, orany other factor protected by Federal, State or Local law (including, butnot limited to, the Age Discrimination in Employment Act, 29 U.S.C. §621et. seq., Title VII of the Civil Rights Act of 1964, as amended, theAmericans with Disabilities Act, and any Maryland, or other stateanti-discrimination laws) or any claims of retaliations thereunder;**any claims for reemployment or reinstatement; any claims arising under theEmployee Retirement Income Security Act (“ERISA”); any claims under the Family &Medical Leave Act or other federal, state or local laws governing leaves ofabsence; any claims under the National Labor Relations Act or the Sarbanes-OxleyAct; any claims for violation of public policy; any claims for emotionaldistress or pain and suffering; any claims for retaliation and/or any whistleblower claims; and/or any other statutory or common law claims, now existing orhereinafter recognized, including, but not limited to, breach of contract,libel, slander, fraud, infliction of emotional distress, wrongful discharge,breach of covenant of good faith and fair dealing, promissory estoppel,equitable estoppel and misrepresentation.

 

(b)  You agree to adhere to the confidentialityprovisions outlined in Paragraphs 6(a) and 8.  You acknowledge and agree that any breach orthreatened breach of these provisions will cause irreparable injury andincalculable harm to the Company and the Company shall accordingly be entitledto injunctive and other equitable relief for such breach or threatened breachand that resort by the Company to such injunctive or other equitable reliefshall not be deemed a waiver or limitation on any right or remedy which theCompany may have with respect to such breach or threatened breach.  You acknowledge that should any breach of theprovisions in Paragraphs 6(a) and 8 or of any part of this section occur,that any and all payments from the Company shall cease, interest in all stockoptions will be nullified and the Company shall have no further financialobligation to you.  However the GeneralRelease in Paragraph 2(a) will remain in full force and effect.

 

(c)  You agree to cooperate and assist with anybusiness or employment related litigation or claim(s) that are now known of orthat may develop during this severance period, including but not limited toproviding the Company with assistance in gathering factual information,interpreting company documents and giving truthful testimony in legalproceedings.

 

 

3

----

 

3.  The General Release in Paragraph 2 abovedoes not apply to any claims to enforce this Agreement or to any claims arisingout of any matter, occurrence or event occurring after the execution of thisAgreement.

 

4.  You acknowledge and agree that the Company’spayments and agreements under Paragraph 1(a), (b) and (c) aboveare not required by any policy, plan or prior agreement and constitute adequateconsideration to support your General Release in Paragraph 2 above.

 

5.   **In theevent you elect not to execute this Agreement**, the following shallapply:

 

(a)                                  Yourlast day of employment will be January 21, 2005.

 

(b)                                 Youwill be paid for all days actually worked prior to the termination of youremployment.

 

(c)                                  Yourcoverage in the Company’s current insured benefits (health and dental) planwill terminate on January 31, 2005 in accordance with the terms of theplan.  However, you will be eligible tocontinue to participate in the Company’s current insured benefits plan at yourexpense pursuant to COBRA, subject to COBRA’s eligibility requirements andother terms, conditions, restrictions and exclusions.  You will receive additional information aboutyour COBRA rights shortly.

 

(d)                                 Yourcoverage in the Company’s life insurance plan shall terminate on January 31,2005 in accordance with the terms of the plan. Thereafter, you will have an option to convert to an individual policy.

 

(e)                                  You will not forfeit any benefits vested prior tothe termination of your employment under our 401(k) plan, subject to theterms, conditions and restrictions of such plan.  You will not accrue any additional benefitsafter the termination of your employment. All deferrals and, if applicable, loan re-payments will stop as of thelast regular (non-severance) payment or the last regular (non-severance)commission payment.   Deferrals and loanpayments cannot be made from severance pay.  If you have a 401(k) loan, you will be required to pay the loan in fullwithin 30 days of your termination date. If it is not paid in full by the end of the calendar year, you willreceive a 1099-R form from the 401(k) provider and that loan will be treated asincome for this calendar year.  According to legal requirements, additional information on the 401(k)plan will be forthcoming.

 

(f)                                    Youwill receive payment for all accrued but unused vacation pay.

 

(g)                                 Youwill not be eligible for the Management Incentive payment as outlined inParagraph 1(b), the Automobile Allowance outlined in Paragraph 1(c),outplacement services as outlined in Paragraph 1(f) or retention of theCompany cell phone and laptop as outlined in Paragraph 1(g).

 

6.                                       Regardlessof whether you execute this Agreement:

 

(a) You are prohibited from knowingly and/or deliberately using or disclosingconfidential and/or proprietary information which you acquired in thecourse of your employment with the Company and which is not generally known byor readily accessible to the public.  Ifyou use or disclose information which you acquired in the course of youremployment and which you know or should know is not generally known by orreadily accessible to the public, it will be presumed conclusively that yourprohibited use or disclosure was knowing and/or deliberate. In particular, andby way of example only, such confidential and/or proprietary information cannotbe disclosed to any supplier, contractor, subcontractor, customer, competitoror any other entity with which the Company does business or competes forbusiness.  Such confidential and/orproprietary information includes, but is not limited to:  financial data, prices, costs, bids,estimates, plans, blueprints, drawings and project descriptions; legal,accounting, marketing and business plans, strategies and techniques; tradesecrets and other formulas; and the identity of customers, suppliers, vendorsor potential customers.

 

(b)   In the event you receive a request or demand,orally, in writing, electronically or otherwise, for the disclosure orproduction of information which you acquired in the course of your employmentwhich is not generally known by or readily accessible to the public, you mustnotify immediately, in writing, via certified mail, the Company’sVice-President of Human Resources at the following address:  8211 Town Center Drive, Baltimore, Maryland21236.  Any and all documents relating tothe request or demand shall be included with the notification.  You shall wait a minimum of ten (10) days(or the maximum time permitted by legal processes if less) after sending theletter before making a disclosure or production to give the Company time todetermine whether the disclosure or production involves confidential and/orproprietary information, in which event the Company may seek to prohibit and/orrestrict the production and/or disclosure and/or to obtain a protective orderwith regard thereto.  This provisioncovers, but is not limited to, requests or demands in connection with judicial,administrative, arbitration and all other adversarial proceedings.  If the request or demand is in conjunctionwith judicial, administrative, arbitration or other adversarial proceedings,copies of all correspondence regarding the request or demand shall be includedwith the information sent to the Vice-President of Human Resources.

 

 

4

----

 

(c) Prior to thetermination of your employment and as a condition precedent to receivingseverance payments and other benefits as set forth in Paragraph 1 (a), (b) and(c) above, you must return to the Company, retaining no copies, allCompany property (excluding the items mentioned in Paragraph 1(g)), keys,documents, forms, correspondence, computer programs, memos, disks, etc.

 

7.  Except as expressly provided for in thisAgreement, you shall not be eligible for any compensation from the Company orCompany-paid benefits subsequent to the termination of your employment.

 

8.  You agree that, at all times, the existence,terms and conditions of this Agreement will be kept secret and confidential andwill not be disclosed voluntarily to any third party, except to the extentrequired by law, to enforce the Agreement or to obtain confidential legal, taxor financial advice with respect thereto.

 

9.  Nothing in this Agreement shall result in theforfeiture of any vested benefits, or waive any Claims with regard to anyvested benefits, under any Company retirement, 401(k), profit-sharing or otherdeferred compensation plans.

 

10.  You agree that you will not make any negativecomments or disparaging remarks, in writing, orally or electronically, aboutthe Company or any other Releasee and their respective officers, directors,employees and agents and their respective products and services.  However, nothing in this Agreement shall beinterpreted to restrict your right and obligation to testify truthfully.

 

11.  You agree that, for a period of one (1) yearfollowing the termination of your employment, you will not solicit or otherwiseencourage any employee of the Company to terminate his or her employment withthe Company in order to work with or for you or any other person or entity.

 

12.  You agree that you will not apply foremployment or reemployment with the Company or any parent, subsidiary, relatedor affiliated company.  In the event thatyou seek employment and/or reemployment in violation of this provision, theCompany or any parent, subsidiary, related or affiliated company shall have noobligation to employ you or reemploy you, and the failure or refusal to employyou or reemploy you shall not be deemed to be unlawful retaliation ordiscrimination against you.

 

13.  ThisAgreement shall be governed by and construed in accordance with the laws of theState of Maryland.  Further, the partieshereby agree that the venue for any action, suit or proceeding related to orarising out of this Agreement will be Baltimore County, Maryland.  The parties agree and consent that theCircuit Court for Baltimore County shall have exclusive jurisdiction over anyaction, suit or proceeding related to or arising out of the Severance Agreementand that the parties irrevocably submit to the jurisdiction of that court.

 

14.  Nothing in this Agreement shall beconstrued as an admission or concession of liability or wrongdoing by theCompany or you or any other Releasee as defined above.  Rather, the proposed Agreement is beingoffered for the sole purpose of settling amicably any and all possible disputesbetween the parties.

 

15.  If any provision in this Agreement or theapplication thereof is construed to be overbroad, then the court making suchdetermination shall have the authority to narrow the provision as necessary tomake it enforceable and the provision shall then be enforceable in its narrowedform.  Moreover, each provision in thisAgreement is independent of and severable from each other.  In the event that any provision in thisAgreement is determined to be legally invalid or unenforceable by any court ofcompetent jurisdiction and cannot be modified to be enforceable, the affected provision(s) shall be stricken from the Agreement, and the remaining terms of theAgreement and its enforceability shall remain unaffected thereby.

 

16.  This Agreement constitutes the entireagreement between the parties and supersedes any and all prior agreements,written or oral, expressed or implied. Moreover, this Agreement may not be amended, except by an instrument inwriting signed by all of the parties hereto.

 

 

5

----

 

17.  You agree and represent that:

 

(a)                                  Youhave read carefully the terms of this Agreement, including the General Release;

 

(b)                                 Youhave had an opportunity to and have been encouraged to review this Agreement,including the General Release, with an attorney;

 

(c)                                  Youunderstand the meaning and effect of the terms of this Agreement, including theGeneral Release;

 

(d)                                 Youwere given as much time as you needed (a minimum of 21 days) to determinewhether you wished to enter into this Agreement, including the General Release;

 

(e)                                  Theentry into and execution of this Agreement, including the General Release, isof your own free and voluntary act without compulsion of any kind;

 

(f)                                    Nopromise or inducement not expressed herein has been made to you; and

 

(g)                                 Youhave adequate information to make a knowing and voluntary waiver.

 

18.  This agreement shall be binding upon andinure to the benefit of the Company’s successors and assigns.

 

19.  If you execute this Agreement, you willretain the right to revoke it for seven (7) days.  To revoke the Agreement, you must send acertified letter to Bernard G. Bena, Vice-President of Human Resources at 8211Town Center Drive, Baltimore, MD 21236. The letter must be post-marked within 7 days of your execution of theAgreement.  If the 7th day isa Sunday or holiday, then the letter must be post-marked on the followingbusiness day.  If you revoke this letterin a timely basis, you will not be eligible for the payments and benefitsdescribed in paragraphs 1(a), (b), (c) and (g) above.

 

If you agree with the proposedterms as set forth above, please sign this letter indicating that youunderstand, agree with and intend to be bound by such terms.

 

# **Williams Scotsman, Inc.**

 

 
| /s/ William C.  Lebuhn                               |   |
|------------------------------------------------------|--------|
| William C.  Lebuhn                                   |
| Senior  Vice-President, Chief Administrative Officer |
| Williams  Scotsman, Inc.                        |
|                                                 |
| UNDERSTOOD AND  AGREED,                              |
| INTENDING TO BE  LEGALLY BOUND:                      |
|                                                 |
| /s/ Shalom  Taragin                                  |   |
| Shalom M.  Taragin                                   |
|                                                 |
| 1/27/05                                              |   |
| Date                                                 |
|                                                 |
| /s/ William C.  Lebuhn                               |   |
| Witness                                              |

 

 

6

----